


Metamorphosis

by Zumberge



Category: Original Work
Genre: Blowjobs in a literal sense, Breast Expansion, F/F, F/M, Giantess - Freeform, Inflation, Latex, Macrophilia, Penis expansion, Tentacles, Transformation
Language: English
Status: Completed
Published: 2018-09-28
Updated: 2018-09-28
Packaged: 2019-07-18 18:41:21
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 5
Words: 8,725
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16124444
Author URL: https://archiveofourown.org/users/Zumberge/pseuds/Zumberge
Summary: Desire has a way of changing some people.





	1. Chapter 1

The door to the dormitory room opened and Shannon trudged in, dropping her backpack alongside the sofa before collapsing into it, wavy brown hair brushing against her shoulders as she covered her eyes with her forearm. "Oh my god."

Margaret looked up at her roommate from her seat at the table across the room. "What's wrong? The high-speed world of advertising too much for you?"

"No, it's Professor Davis." She pulled her arm away, brown eyes staring at the ceiling. "How can a man with a degree in selling things sound so... unenthusiastic all the time?"

"You mean boring."

"No, it's interesting, it's just that his lectures are-"

"Boring."

"...okay, he's boring."

"At least you're doing well in class," Margaret said, returning to her studies.

Shannon turned her head to look at her. "I suppose." Her eyes drifted down to an oddly placed pillow. Moving it back into place, she uncovered an unsightly stain on the cushion. "What is this?"

Margaret looked up again. "What's what?"

"This." She gestured to the stain on the couch cushion.

"Oh. Someone threw up."

"You didn't think to flip it over?"

"I did. There's an even bigger stain on the other side."

She let out a sigh as she turned away. "We're going to need a new couch." After a moment of thought she added, "tomorrow."

 

*****

 

Despite being by definition a shop filled entirely with things other people didn't want, Shannon found the thrift store and its contents to be rather clean and organized. Probably the worst thing she could say about it is that the decor was rather haphazard, being filled with furniture of all sorts of styles and colors, one of which inevitably clashed with something else nearby. Fortunately the variety worked out in her favor, as she easily found a couch that was roughly the same color as the old one. She looked around, only to find the store curiously empty. Assuming that someone would appear in due time, she decided to wait for the time being and explore a bit.

The tables and cabinets near the front of the store were stocked with a variety of knick-knacks and decorations. Nothing too unusual, except for one object which stood out even by normal standards: It was a bronze statue about the size of her hand of an eight-armed humanoid. Two arms were held up in the air, two pointed to the ground, and the remaining four were holding a circular plate either in front of or embedded in its chest, the surface of which was polished to a mirror-like shine. Picking it up she marveled at it, turning it over in her hands before inspecting her strangely clear reflection in it.

"Excuse me."

Shannon let out a yelp, whirling around as she clutched the statue to her chest. The young man standing behind her smiled apologetically; he wasn't much older than her, and had some of the palest blue eyes she had ever seen. "I'm sorry if I startled you. Is there anything I can help you with?"

"Yes! Yes, the um..." She pointed. "...the, the couch. I was interested in buying it."

He followed her finger to the furniture in question before turning back to her. "Did you want to take it now, come back at a later time to pick it up, or have it delivered?"

"Delivery. Please." She was now acutely aware of how awkward she sounded and tried to change the subject, rescuing her dignity in the process. "You have pretty eyes. I mean-" She held up the statue. "What is this?"

If he did hear the first half of what Shannon said he didn't acknowledge it. "Well... it's a Chinese import-" He tilted the bottom to her and pointed to the small patch of felt glued on the base. "-but it's a Chinese import of an ancient South American design representing a vain spirit. The South Americans made this to try and appeal to their vanity in the hopes of being granted their desires in exchange."

"So if I buy this it'll, what, grant me my desires?"

"It'll grant one of mine, at least. It's been taking up space as long as I can remember."

"Did you just make that description up?"

"No, I actually read it. There's five cardboard boxes full of old National Geographics in the back and..." He shrugged helplessly. "...it gets slow around here sometimes. Did you know that the reason owls can turn their heads so far is because they can't move their eyes?"

"Really?"

"Really."

"Huh."

 

*****

 

Shannon's eyes fluttered open and she let out a quiet groan as she rubbed them, rolling to the side to get a look at her alarm clock.

2 AM.

She rolled onto her back, lying there trying and failing to go back to sleep. She went to let out a deep sigh, but as she exhaled her breath caught in her throat and simply faded away somehow. Confused, she took another breath, with the same results. Looking down at herself, outlined by the dim light from the window she could see the silhouette of a low bump beneath the sheets that, as she breathed in without breathing out again, gradually rose higher.

The sight was utterly unreal to her, yet she didn't feel afraid; on the contrary, she felt strangely content. With each inhale her belly eclipsed more and more of the light from outside. Soon her breasts followed suit, filling and stretching her shirt, tenting it across her growing cleavage. All of Shannon's thoughts drifted away from her as her mind was filled with how badly she wanted this, to blow up and fill with air.

Her breaths flowed in but never out. Her back swelled out, lifting her head off the pillow. Her arms and legs grew thick and wide. Her stomach towered over her, blocking out the light from outside entirely. Soon the growth slowed to a stop, but the pressure continued to mount as the air inside her searched for room it couldn't find. The tension was unbearable as her body shuddered and throbbed, and it let out a loud, long creak before finally-


	2. Chapter 2

The alarm clock went off with a sound between a buzz and a beep, though considering how soundly Shannon had been sleeping it may as well been something between a record scratch and a screaming toddler. She slapped the button, groaning as she sat up and rubbed her eyes before climbing out of bed, throwing on her robe and heading into the kitchen.

For her part Margaret was sitting at the table with a cup of coffee, reading the newspaper. "Morning, Shannon. Sleep well?"

"Kind of. I had a..." Weird sex dream, she almost said. Fortunately she caught herself in time; she didn't want Shannon interrogating her for details, none of which she felt comfortable sharing. "...weird dream. Do we have hot water?"

"For once."

Shannon nodded in approval, walking into the bathroom and shutting the door as she flicked on the light. She was not by any stretch of the imagination a morning person, but looking into the mirror she noticed that she looked better than she normally did. Her skin was clearer; surprisingly so, as it had a newfound healthy sheen to it the likes of which she hadn't seen since... well, ever, really. Not even that trip to the spa last year was this thorough. She felt better than she normally did, too, enough so that she almost didn't need a cup of coffee.

Almost.

 

*****

 

The day passed without incident, as did the next. Normally Shannon quickly forgot her dreams but this one stuck with her and, if anything, became more vivid in her mind, eventually culminating in her being distracted by thinking about it in class. She rubbed her eyes, trying to clear the thoughts from her head, when she detected a strange odor. Among the faint, barely-there traces of sweat, perfume and body spray, she picked up the scent of rubber. Part of her knew that it was weaker than the other odors, yet her senses picked up on it easily and found it unmistakably distinct.

Confused, she glanced around, sniffing the air. The room was large and filled with dozens of people, yet she could somehow trace the scent, following it as it trailed back towards the far wall and around a freckled short-haired redhead, clinging to her like an aura. Caitlin something-or-other, Shannon recalled. She remembered seeing her once or twice at campus parties, but aside from that didn't know much at all about her. Nor did she understand how or why she was able to track her across the room, much less through a strange odor, but as she turned back to her notebook the answer came to her in a flash.

-She's like me.-

Shannon cringed at the thought. No, she certainly wasn't, and it wasn't polite to project things like that onto other people. She was letting her mind get the best of her, and in class no less, a highly inappropriate time to obsess about shared sexual predilections.

Fortunately for her class ended soon after, sparing her any further opportunity to be embarrassed in public. As she was gathering up her supplies, Caitlin walked out behind her, and Shannon caught one more strong whiff of rubber as she passed by. Shaking it off, she hurried her packing. The sooner she got back to her dorm room the better.

 

*****

 

By the time evening came about, Shannon was running out of things to distract her from her thoughts. Fortunately Margaret was out, so she didn't have to worry about her roommate watching her slow descent from fantasy into outright hallucination. Her clothes had gradually become more uncomfortable, feeling strange against her skin, and she had undone the top few buttons of her blouse in an attempt to ease it. She had long since closed the balcony door in an attempt to blot out Caitlin's scent, which she was somehow able to trace across campus and pinpoint her room with despite never even being in the same building.

"Okay," she said to herself, "something weird is going on here." She plucked at the cuffs of her blouse as she paced her room. "I'm probably just stressed out or something." Frowning, she sat down on the edge of her bed and began unzipping her pants. "Or sick." Stripping them off, she let them fall to the floor, and almost immediately the skin touching her underwear began to crawl. "Geez, what's whats with me today? I must need another shower or something."

Shannon shimmied out of her underwear before undoing the rest of the buttons on her blouse. "She seems like a nice enough person, I suppose." Dropping it on the edge of her bed, she reached behind her and unclasped her bra. "Maybe this is some... subconscious way of saying I need to socialize more with new people. I should go out sometime and talk to her or something."

Standing up, she crossed her room, passing by her mirror. She glanced at it, did a double-take and stopped in her tracks, leaning in for a closer look. Her brown eyes were now a striking shade of deep purple. "What the...?"

She looked down at herself, and a sick feeling formed in the pit of her stomach as blotches of skin across her abdomen quickly turned a shiny candy apple red. She touched the slick patches fearfully as they merged together before spreading up and down across her body. As the color reached her shoulders and thighs a thin goo seeped out from beneath her breasts and around her hips, flowing up and down to form a strapless purple two-piece bikini that for all the world looked as if it were made of tight latex. It quickly covered her limbs, and as it progressed down her legs purple bands appeared around her thighs, oozing down and encasing her feet in thin, flexible stockings.

Shannon stared on in shock as the change consumed her head. As it spread up her jaw she clamped her eyes shut and accidentally bit down on her tongue; there was no pain, only a strange amount of give. The sickness quickly passed, and as she opened them again she watched her brown hair turning to deep purple, the strands thickening as the color flowed down them. Her back prickled, pulled into points before six slender red tentacles stretched into view, three on either side of her, waving lazily in the air. The transformation complete, she stared at herself, unhurt yet changed utterly. 

"What...?" Speaking felt strange somehow, as if her insides were different. She turned away from the mirror, looking down at herself in trepidation as she wondered just what happened. Mentally she was the same - at least she thought she was - but physically she looked different and, as she gingerly touched her new body, she felt different as well. The word "elastic" came to mind most readily; as she pressed in on herself with her fingers her flesh gave way, but as she pressed more firmly there was a lesser but still noticeable give in her bones. Or rather, not bone, but simply a denser mass of... whatever she had become. She glanced at the tentacles on either side of her, and as she was wondering how much control she had over them and if she could make them go away, they retracted, disappearing into her back.

While she was afraid, not understanding what happened to her so suddenly, more than that she was confused. Asking someone for help was out of the question; this was something entirely unheard of to her, and even if it wasn't she couldn't imagine going out like this.

...but no one would recognize her. Heck, she barely recognized herself after transforming into... this. As she tried to figure it out something seemed to click and open to her - not a door in her head, but a gate in her heart - as she realized the details of what she could do before what she was.

A wicked smile crossed her lips. "Yeah. I should go out sometime and talk to her... or something."

 

*****

 

The building was quiet and calm when Caitlin returned from the library. It was Friday, so there wasn't much of a question as to where everyone else was; lucky for her she was in a position to enjoy it. Unlocking the door she entered the dorm, and as she was debating whether or not to study a bit more when she froze before closing the door behind her.

The floor was littered with balloons.

The sound of another being blown up in her bedroom caught her attention, and she quietly set her bag down before creeping towards the door and peeking in. Reclining on her bed was a woman - certainly not a human one; no person she had ever seen was shiny red with purple lips and hair - in a purple latex two-piece and thigh-highs inflating a balloon using the tip of a red tentacle protruding from her back. The two locked eyes, and the woman gave her an inviting smile as she shifted, turning and sitting on the edge of the bed.

Caitlin looked around as she stepped into her bedroom. She didn't seem dangerous. Nothing at all about this situation seemed dangerous to Caitlin, just... surreal, like she was suddenly part of a secret. "Who are you? What are you doing?"

"Redecorating." Shannon knotted the balloon in her hands and let it drift to the ground, watching it as it fell before taking another balloon out of the bag by her side. "To something a bit more to your tastes."

To anyone else she would have merely looked surprised, but to Shannon, Caitlin wore her guilt like a mask. "What? No, no, this isn't... I mean, I'm not-" There was a loud puff of air and Caitlin cut her words short.

"It's odd, you know. You get along at parties, but at some of them you're so... apprehensive. Like you're trying to keep a secret." She gave Caitlin a knowing glance. "Like there's something in the room that you see differently from other people."

"I- I don't know what you're talking-" Caitlin cringed at the sudden hiss of air as Shannon finished inflating the balloon.

"We both know that's not true," she said, tying it off. "Besides..." She bopped it towards Caitlin, and it floated lazily through the air, stopping just short of her nose before drifting to the floor. "Where do you think I found these?"

Her jaw moved wordlessly as she tried to formulate an explanation, an argument, anything. Shannon simply smiled and stood, gently silencing her before she spoke by putting her finger to her lips. "Don't worry, I'm a friend. Unless..." The tentacle protruding from Shannon's back snaked around, pressing itself into Caitlin's hands. Caitlin looked down at it; the tip had changed, hollowing out and looking like the mouth of one of the many balloons littering the floor. "...you'd like to be more than that."

As Shannon took a step back, Caitlin's eyes nervously flitted between her and the tentacle. She stared at it and, noting Shannon's expectant look, gingerly raised it to her lips and blew.

A small gasp escaped Shannon's lips as her abs billowed out, quickly losing definition as her stomach grew larger than the balloons littering the floor. She ran her fingers across its surface, smiling at Caitlin. A wave of relief visibly washed over Caitlin and, smiling, she blew again; her belly and breasts gained in size, bobbling gently, and her arms and legs visibly thickened.

Caitlin extended an arm, pressing a finger into Shannon's stomach. Despite looking pregnant she felt stretchy and hollow, and she wondered how large she could get.

"Well?" Shannon said. "Don't tell me you're content with just this."

Caitlin resumed puffying away, her breaths magnified as Shannon grew in surges. Her form changed from plump, to fat, to a bouyant caricature of fatness. The shapes separating chest from abdomen disappeared, replaced by a single smooth curve from underneath her arms to her hips. Shannon ran her hands across her taut surface, letting out a moan or gasp with each breath as she grew rounder, her breasts larger, and her limbs thicker.

With another breath, her arms and legs took on a bloated conical shape, swelling up around her wrists and ankles. Her arms were forced straight, resting on either side of her. The next puffs set her body growing in pulses, aborbing more of her limbs as they sank into her and pushing her crotch closer to the floor. By the time Caitlin's breath game out, all that remained of Shannon was a shiny red sphere that rose higher than Caitlin, with two massive domes that were her breasts, faint curves that belied the former presence of arms and legs, and her clothing stretched across her surface.

Caitlin let go of the tentacle and it retracted as she took a weak step back, panting in exhaustion. She looked up at Shannon - all of her - and hesitantly touched her. Shannon's stretched skin let out a quiet series of squeaks as Caitlin ran her hands across it, and Shannon herself let out an, "ooh." Caitlin gave a little breathless laugh, and gently rolled her foward. Her body had swollen up around her neck, her head sunk slightly into her form. Her eyes twinkled with mirth and she smiled. "I hope you're not too tired after all that."

Caitlin let out a loud laugh, wrapping her arms around Shannon as best she could as she buried her face in her canyon of cleavage. "Ohmigod, this is -amazing!- You're a balloon! You're just a giant balloon and- and you feel like it and you -smell- like it and I actually blew you up and you're really -real- and pretty and..." She trailed off, and from between Shannon's breasts she looked up at her, blushing, before rolling her forward. Their lips met, and Caitlin closed her eyes and let out a little moan, melting into her as Shannon kissed her deeply...

...just before blowing into her.

Her cheeks puffed up and her eyes went wide as her body began to grow, straining against her clothes. Her pants were the first to go, the button and zipper forced open as her belly surged forth. The popping of stitches came next as her legs swelled, tearing the fabric apart from her hips down to her ankles. Up top her bra popped open, followed by her t-shirt ripping. Her bra fell free of her body as the shreds of her shirt sliding off her bulging shoulders and over and between her newfound, ballooning breasts.

The rush of her growth was exhilarating. Caitlin tried to reach up and cup Shannon's face in her hands to keep from being pushed away, but her arms were now so plump that she could only reach halfway, and were quickly being forced straight from the growing pneumatic force inside of her. As if sensing her intentions, two tentacles snaked out from Shannon's back and wrapped around the back of Caitlin's head, holding them together. Finding movement difficult, she simply let the warm air fill her, swirling about inside of her body. As she grew and Shannon shrank their size matched briefly before Caitlin began to eclipse her, and she watched as she rapidly grew slimmer, eventually regaining enough of her mobility to cup Caitlin's cheeks in her hands.

Soon Caitlin felt her belly touch the ground just before her feet left the floor, and seconds later her limbs swelled up around her wrists and ankles. There was a quiet creaking and Shannon pulled away, her stomach, breasts and thighs bulging with air and larger than any that Caitlin had seen on a normal person. Her tentacles waved lazily, hissing and expelling air as she blew it out, returning to her normal trim form. She approached Caitlin casually, tracing a small circle on the shallow dome of her left breast. "Well. You probably never imagined that you'd become a balloon."

Caitlin took a few breaths before speaking, taking in the experience. "This is so weird."

"Do you not like it?"

"No! I mean, I- I love it! It's like... everything is tensed up but still relaxed. I'm so full, and yet I can still feel myself swelling up a little every time I breathe." Her eyes went wide. "My toes are touching my shins. This is so -weird-."

"I'm glad you enjoy it." Shannon placed her hands on her, gently rolling her back. "It's an experience I like sharing with people."

"Hey, what are you-" Caitlin shivered and let out a throaty moan as Shannon leaned in, her tongue flicking out as she slowly ran it up the curve of her belly beneath her navel. "Ohmigod."

"Are there any other... experiences you want to share?"

"Oh god, anything."

Shannon laughed and tipped her further back, her tentacles appearing behind her. "As you wish."

 

*****

 

The alarm clock went off with a sound between a buzz and a beep, though considering how soundly Shannon had been sleeping it may as well been something between a circular saw and a wailing cat. She reached for the covers, only to find that she was sleeping on top of them. Confused, she opened her eyes, only to find that she was sleeping -naked- on top of them.

Then she remembered why, and spent the rest of the day wishing she hadn't.


	3. Chapter 3

Writing the "incident" off as just a dream - Shannon found it to be a better term for what happened than "transformation and indulgence in deviant yet absurdly satisfying sexual desires" - proved to be an immediate impossibility; Caitlin was positively glowing the next time she saw her. Fortunately her transformation had been thorough enough that she didn't recognize her as being the one who visited her that night. Either that or she was being discrete in public. She didn't want to think about how she would explain things to Margaret if Caitlin appeared at her doorstep wanting to be blown up again.

That she found herself describing it as "absurdly satisfying" proved to be a bit of a sticking point in denying that it happened. It -was- the sort of thing that she was interested in, though she kept to herself. Even then, her... interests were never to that degree, and definitely not in real life, much less with someone else, much less with someone she scarcely even knew. To be perfectly honest, she liked it. Quite a bit, in fact, though as she reminded herself, she had other things to worry about. Tests were an absolute, but her change was something to worry about only if it ever happened again.

Although, as she inspected herself in the mirror, it seemed like some of the changes never went away. Her skin still had that clearness and sheen, and her hair was thicker and had more bounce. Not like normal hair - although it looked great, and she didn't do a thing to it - but more that it was like tiny, stretchy strands of elastic.

"Are you feeling alright?" Margaret asked, from outside of Shannon's room.

"Yes. Why?"

"You've been a bit off since midterms. Maybe getting some fresh air and sun will do you good."

Shannon plucked at one of her bangs in the mirror, stretching it out before watching it spring back into place. "Is the studious Margaret MacAllister suggesting we go to the beach?"

"Yes, she is. You should join me."

She straightened out and took a step back. "I would, but I don't have anything to wear."

Just as she said that, she felt a creeping sensation across her body and, knowing what happened last time, stripped off her shirt to find points of thin goo seeping out from her body. It quickly spread, oozing over her torso and down between her legs, forming a matte one-piece black and red swimsuit with a small opening over her abs and navel. She slid her hand underneath it, feeling it between thumb and forefinger; despite not being shiny it still had the same latex-like texture as her... other outfit.

"So we'll buy you something. Swimsuits aren't expensive." The door swung open, and Shannon let out a yelp, reflexively covering herself. Margaret looked at her oddly. "What are you talking about? That looks fine. Are you sure you're feeling alright?"

"Yes! Yes, perfect, fine, fine, let's go."

 

*****

 

Shannon scanned the beach. "It's not nearly as crowded as I thought it would be."

"A lot of the people from campus are at the Margarita Mix-Off down south," Margaret replied as she laid down her towel. "Still, it's not too empty. I think most of the people here normally visit the other beach but came here to avoid all the drunks." She passed Shannon a stack of clothes and other belongings. "Could you put these in the lockers, please?"

"Sure, sure." As she took the stack someone caught her eye. "Who's that?"

"Who's who?"

"The really good-looking blond talking to the Asian girl over there."

Margaret tipped her head to the side, trying to look without looking like she was looking. "Oh, that's... David Jones. Hm. I thought he was dating that girl from poli-sci. Why do you ask?"

"Just wondering."

Shannon turned, heading for the lockers. Depositing their belongings, she withdrew the key and went to return it to Margaret, but hesitated. To say she smelled something would be true, yet not; rather, it was more that a sense she hadn't used before was manifesting itself as smell. But, faintly radiating from the abandoned boardwalk down the beach, was the unmistakable "scent" of helium. She hesitated, unsure of what to do until two young women walked by.

"Did you see that cute blond that walked by a little while ago?" the first asked.

"Isn't he dating Janet from economics?" the second replied.

"You mean he isn't seeing Tanya?"

It was then that a thought entered her mind. Tossing the key from hand to hand, she returned to her and Margaret's towels. Finding her gone, she left it atop the cooler, then headed towards the empty stands nearest where she last saw... David? Yes, that was it. Ducking behind it, she glanced about to ensure nobody was around, then looked down at herself. Her swimsuit - or strange ooze-based clothing that may or may not be part of her - still looked fine, but she wanted to see if it could change into something with a bit more... appeal. As she wondered how it happened last time and what she needed to do to get it to happen again the material around her abdomen flowed away, leaving her in a revealing two-piece.

"Well," Shannon said to herself, "that's a start, but it needs something else..." She stared down at herself and thought for a few seconds before shrugging and muttering, "fuck it," raising her thumb to her mouth. Her cheeks puffed out as she blew into it, and she pulled her hand away in shock as she felt her breasts suddenly swell out an inch in all directions. Blinking, she cupped them, giving them a gentle squeeze; they still felt real, just a bit softer, and while larger, they weren't unrealistically so. Fortunately for her, her top had stretched almost, but not quite enough to contain her. "Huh. Didn't think that would work."

Shannon peeked around the corner, scanning the area for David and, spotting him, made her way over to him. She walked with a slightly exaggerated gait which, coupled with her larger assets, made her bounce far more than she was used to. But it worked admirably, and she had his attention even before she was halfway there. Eventually his eyes met hers, and she graced him with a smile as she stopped before him.

"Hi there," she said, coyly brushing back her bangs. "I couldn't help but notice you here all by yourself."

"The beach down the ways is too crowded this time of year." David gave a light, casual shrug. "You can't hear yourself think. Plus the people around here are just more pleasant to be around, you know?"

"Oh my, yes. Everyone has been so friendly to me while I've been here." Shannon knew exactly what he meant by "pleasant," and he wasn't talking about their personalities. She wasn't blind, after all. "Do you want to go someplace private and... get to know each other better?"

"Sure. I hear the cabana is-" As he took a step forward and went to point, Shannon took his hand

"No." She inclined her head slightly towards the abandoned boardwalk. "Over there."

He looked at her for a second, confused, before shrugging. Despite his confused act there was a faint yet unmistakable twinkle of recognition in his eye. "All right, you're the boss."

As she lead him through the buildings and towards the secluded part of the beach, she couldn't help but feel that this was something she could get used to.

 

*****

 

The "scent" lead her to an open storefront, recently abandoned. The interior had been stripped of shelves, leaving nothing but empty space, some sand on the tiled floor, a stack of crates in one corner, and a helium canister in the other.

Shannon gave David a hungry smile as she lead him inside, gently pushing him up against the wall. She ran her hands across his chest, down his abs, and hooked her fingers into the waist of his swim trunks. She knelt before him and gave them a tug, pulling them down to his knees, before taking him in one hand, feeling him quickly stiffen at her touch. As he held him she looked up, and as her eyes met his she feigned a bashful smile. "I'm sorry, but... could you not watch me? I get performance anxiety."

David let out a light chuckle as he tilted his head up. "All right. Wouldn't want you to get nervous."

"Thank you." She closed her eyes as she felt a wave of change pass over her body. Her skin turned red and elastic, her hair and eyes faded to deep purple, and her swimsuit oozed back into her, replaced with her latex-like strapless two-piece bikini and thigh-highs. There was a twinge along either side of her spine, and six tentacles protruded from her back. It was faster than last time, possibly because she didn't try to resist it. Good. She didn't want to keep David waiting.

Four tentacles lashed out as she stood, grabbing him and holding him spread-eagle. He recoiled in shock, struggling in vain to free himself from her grasp. "What the fuck?! What are you?!"

Shannon put her hands on her hips, regarding him casually. "So I hear you like playing around with girls." She stretched a tentacle to the side, twisting the valve on the tank open before plugging it into the nozzle. "Well, I like playing around with boys." As David gaped at her another tentacle shoved itself between his lips, and she tapped her finger on his chest. "So we're going to get along juuuuuust fine."

Hissing filled the air as David began to grow, his trim stomach billowing out into a beer gut. His pecs followed suit, quickly rising up before the growth spread around his sides and to his back, giving him a barrel-chested appearance. Shannon made no attempt to move as he began to press into her, instead placing her hands on the sides of his belly. "My, look at that figure." She ran her hands up his chest and over his shoulders as the helium began to spread inside of him, coming to rest on his arms. He was fit, but now they began to look bloated; she gave them a squeeze as they swelled up like sausages. Down below his thighs thickened and began to press against each other, and she relaxed her grasp on him ever so slightly to accomodate him as Shannon took a step back. "You know, you look better with some meat on you." There was a ripping sound, and she glanced down to see his torn trunks fall around his ankles. "Or some air in you," she continued, waving one hand. "You know what I meant, right?"

David glared at her, thrashing his head and limbs against Shannon's grip. His torso was mostly belly at this point and still swelling, and his arms and legs were wider than Shannon's waist. Shannon cupped her chin, watching him in feigned confusion as his limbs began to spread from their size. "You want me to let you go?"

He nodded vigorously.

"Okay, if you say so."

The tentacles around his wrists and ankles pulled away, leaving the one in his mouth and the one still tethered to the helium tank. David immediately reached for the tentacle in his mouth, but by now his arms were so bloated that his hands barely made it halfway. Furrowing his brow he turned his attention to Shannon and, extending his arms, began to slowly waddle towards her, his body wobbling and swaying with each step. Shannon simply shook her head sadly and gave him a firm poke in his chest with her index finger. He slowly tipped backwards, bouncing against the floor before coming to rest, limbs flailing before growing to immobility.

Shannon watched as his growing body began to absorb his limbs, hands and feet still thrashing atop domes of swollen flesh. Soon he was as wide as he was tall, his formerly defined chest and abs stretched into faint curves spread across the ball of his body. She pressed into him experimentally, her hands sinking into his belly and causing his cheeks to puff up to the size of baseballs. "Not bad." She pulled the tentacle from his mouth. "So what do you think about the new you, hm?"

"What have you done to me?!" he forced out through puffy cheeks.

"Isn't it obvious?" Shannon replied. "I blew you up with helium."

"You turned me into a freak!"

"No, I turned you into a balloon. Balloons aren't freakish at all, they're actually very ordinary."

"Fuck you!"

"Now now, language." She rapped a finger on the taut curve of his stomach. "Besides, trying to fuck me was what got you into this mess in the first place." After a moment of thought she said, "oh, no wonder you're so frustrated. You did come in here expecting a blowjob, after all." She rolled him onto his back, leaning forward and taking him in one hand again. "Far be it from me to not give you what you want." With that she let the helium fill her, pressed her lips to his tip, and blew.

David let out a moan as the gas entered him, and he doubled in size in a second. Shannon blew again, and he grew to the size of her forearm. Letting the helium stream through her she continued to blow, rapidly adding inches to his length and girth. Soon he was two feet long, then three; she straightened up, hold him steady with both hands to accomodate his growing size.

"S... stop," he grunted. "Too big..."

Shannon merely smiled to herself and continued to blow. Two tentacles came out of her back and began gently stroking the underside of his massive member, causing his moaning to grow louder and his feet to twitch. As he grew larger he slowly began to lift off the ground, floating up through the air before bouncing against the ceiling, leaving him level with her head. She slowly edged back as he grew forward, looming in front of her.

David's grunts and moans grew more urgent as he swelled, and his skin grew more taut. Soon he began twitching, and Shannon pulled away, tugging her tentacle free from the tank. By now he towered over her, several feet in length, easily longer than either of them were tall, and so wide she doubted she could reach around it with both arms. "Well," she said, running a finger along his underside. "You look positively ready to blow."

"Gotta... gotta come... please..."

Wrapping two tentacles around his length, she pulled him outside, his body bobbing against her grasp. She turned him about in the air, looking out to sea to ensure he was properly lined up. Nodding to herself, she looked up at him; her other four tentacles snaked out, firmly working him and stroking his length. Within seconds he began to tremble, swelling out another few inches before a jet of gas erupted from him. Shannon let go, and he shot off into the distance, spinning through the air as he flew over the sea.

She watched him sail off before letting out a satisfied sigh. Heading for the edge of the boardwalk she dropped down and slipped into the shadows, her body and outfit returning to normal. Reaching the edge of the water she dove in, sliding beneath the waves as she covertly headed back to the more populated part of the beach.

 

*****

 

Shannon scanned the thrift store as she entered, circling around the objects on display, looking on tables and through cabinets. There appeared to be a few new tchotchkes, but nothing she was looking for specifically. Or no one. She raised her hand, hailing one of the shopkeepers. "Excuse me, I'm looking for someone else who works here. He's a man, mid to late twenties, really pale blue eyes..."

The shopkeeper shook her head. "Nobody who looks like that works here, I'm afraid."

"I... see." She backed towards the door. "Sorry to bother you."


	4. Chapter 4

Shannon took a bite of her granola bar as she flipped through the textbook, trying to focus. Her roommate Margaret had left to eat dinner at the cafeteria, an invitation that Shannon declined. She wasn't trying to be rude, it was just that, over the past week or so she had been feeling less and less hungry, with the feeling stopping altogether about two or three days ago. Aside from that she felt perfectly fine - great, even - and in light of everything else that happened to her it barely even registered.

Although she didn't experience hunger, she definitely experienced fullness. She learned that the hard way one evening when she went to get a drink, got caught up in the moment and accidentally chugged an entire gallon of milk, then had to spend the rest of the night away from Margaret so she wouldn't have to explain why she had such a pronounced bulge in her stomach. Although she did learn that her body had less give to it in her normal form, so it wasn't entirely a mistake.

She knit her fingers together, stretching her arms over her head, then abruptly pulled her hands apart when she felt her fingers bend bonelessly a bit too far. Mentally she was still the same, but physically her body was like some sort of soft elastic or latex, able to do things she only dreamed about. Nobody seemed to notice - or if they did they didn't say anything - so she could keep living her life the way she used to.

...and yet...

...and yet, why should she? True, she wanted to go into advertising, but that was before all this had happened to her. In light of her changes and everything she experienced, it all seemed so inconsequential. Empty, even. She was given the opportunity of a lifetime, so why not take advantage of it?

Shannon closed the textbook, pushed her chair away from the desk, and stood. Crossing her room she pushed the balcony doors open and stepped outside, slowly turning her head to and fro. Drifting against the wind was a distinct scent, and she smiled and unbuttoned her shirt as her skin began to turn candy apple red.

 

*****

 

Vanessa downed her third glass of wine, her long hair brushing against her back as she tipped her head back. The meeting with people she didn't want to deal with over something they weren't prepared to handle ran far later than she had wanted, and she couldn't take any more grief in her day. Up to and including changing out of her work clothes; she only bothered to remove her jacket and pantyhose, leaving her padding around barefoot in a blouse and short skirt.

She opened the sliding glass door and stepped out onto a wide open verdana. Her job did have benefits, though, not least of which was a six-figure income and a huge house complete with pool. A pool with something red and purple floating in it that she was certain she deflated and put in the storeroom the day before.

Vanessa tilted her head to the side in confusion, peering at it before crossing the verdana for a better look. It wasn't an "it" so much as a "her," a young and strikingly attractive woman about her height with purple hair and clothes and bright red skin. It was an easy mistake to make, though, considering the peculiar sheen on her. She floated atop the water, arms behind her head and ankles crossed, staring at the sky. "Nice night," she said.

"You're not what I thought you were."

"What did you think I was?" she asked, drifting over next to her.

She sat down on the edge of the pool, legs slipping into the water. "Look at you, acting like you don't know." It wasn't entirely the wine talking.

"I don't." Shannon turned to her and tried to look innocent, failing miserably. "Maybe I simply decided to take a dip in a random stranger's pool, and you just think that I look like something you're familiar with."

"Maybe."

"Maybe."

"Well in that case. Yooooou-" She dragged the word out for emphasis. "...are in the privacy of my house, and I can do whatever I want here, so what I am going to do is play with my new pool toy."

"A pool toy? Is that what you thought I was?"

Vanessa raised one leg, carefully swinging it over Shannon's body as she moved to the side and came down, straddling her waist. Shannon's hips dipped below the surface from the weight but she made no movement to resist. "You sure look like it from this angle." She slid a finger beneath Shannon's top and went to pull it up. "Especially with how blown up -these- are." Shannon gently brushed her hand away, smiling, and Vanessa laughed. She rocked her hips, causing them to bob up and down in the water. "You could use a little more air, though. You're floating awfully low."

"Well, we can't have that, can we?" A low, barely audible hissing filled the air. Vanessa's legs began to be pushed apart as Shannon grew, and she drew them up onto Shannon's belly. Her arms and legs grew longer, her body taller, and her hips wider; within moments she had doubled in height and still growing. "How's this?"

"Impressive." She pressed a finger into Shannon's abs. "But when I play with my toys I like them to be nice and full."

Shannon gave her a knowing smile and, reaching down, ran a finger between her breasts. Her top split open, retracting before being reabsorbed by her body and exposing her chest. Her breasts were growing slightly faster than the rest of her; to scale she merely looked heavily endowed, but to Vanessa they were over a foot and a half in size and gaining. "You're an easy one to figure out."

Vanessa let out a satisfied "mmmm" as she watched Shannon grow beneath her. She looked her over: By now she took up over half the pool in length, faint hissing still filling the air as she grew. Her belly was larger than her bed, and if they were both standing Vanessa's head wouldn't even reach her knees. "It's best when both parties know what they want."

"Well? Are you getting what you want?"

"Oh yes." She slowly crawled forward, her progress slowed as Shannon continued to grow larger beneath her. She passed between her breasts, full mounds over three feet high, and locked eyes with her. "You're easily my favorite toy now."

Grinning, Shannon reached up and pressed her breasts together, sandwiching Vanessa between them. She laughed as Vanessa squirmed, Shannon's chest swelling ever larger around her. "When you're as small as you are, you need to be careful about who you call a toy."

Vanessa struggled as Shannon continued to grow, attempting to free herself from an ever-swelling prison. Every time she managed to squeeze forward a few inches her breasts swelled further, seemingly making up the difference. Shannon watched in quiet amusement until she finally managed to pry herself free, panting for breath as she clambered out from between her cleavage.

As the hissing faded and Shannon's growth came to an end, she couldn't help but notice just how small Vanessa was. Or rather, how large she had become; now taking up the entire length of the pool, Vanessa was the size of her hand, seeming even smaller in scale with her breasts, each six feet high and across. "So," she said, "what do you think of your 'pool toy' now?"

Vanessa stood before bouncing up and down a few times, bare feet sinking ever so slightly into Shannon's body. "You're more of a raft. Or a blimp."

She chuckled. "No, I look a lot different as a blimp."

"If being an air-filled fifty-foot woman isn't your definition of 'blimp,' I'd like to see what is." Turning, she ran her hands across the top of one of Shannon's massive breasts. "God, I wish these were mine."

Without saying a word, Shannon reached out and slipped the thumb and forefinger of one hand beneath Vanessa's arms, effortlessly lifting her up. Vanessa let out a yelp of surprise, legs dangling as she was hoisted a dozen feet into the air. Shannon tipped her head back, depositing her spread-legged on her puckered lips. Just as Vanessa was about to ask what she was planning on doing, Shannon gently blew a puff of air into her.

There was a series of pops as Vanessa's bra clasp snapped open and the buttons flew off her blouse, forced open by her swelling breasts. Vanessa shuddered and let out a loud gasp as she grew, ballooning up to the size of basketballs in an instant. Another puff followed and she grew again, reaching down past her navel. Grasping Shannon's fingers she began bouncing and grinding against her lips, moaning with each breath that entered her, breasts bobbing free in the air as they inflated ever larger. Three feet, then four, then five. She grew rapidly, and with a final, slow, drawn-out breath, blew up larger than even Shannon. Vanessa squeezed her legs together, panting and trembling as she came.

Shannon gently lifted Vanessa up, laying her down back-first on her stomach. As she breathed heavily, still coming down from her orgasm, she cupped her chest, running her thumbs in small circles around her nipples. "So. Did you get what you want?"

Vanessa gave a weary laugh. "Everything and more."


	5. Chapter 5

As Shannon nervously stood before her, clad in a bathrobe, Margaret didn't know what to think. True, she had been acting strange recently, but it wasn't anything too out of the ordinary. On the contrary; considering how much her mood had improved and how often she was going out, Margaret could only assume that she had acquired one hell of a social life. Inviting her into her room like this, though, was simply awkward. "Shannon, what's going on?"

"I just wanted to..." She bowed her head for a few seconds before looking at Margaret again. "I just wanted to say goodbye."

"'Goodbye?' Are you dropping out of college?"

She nodded slowly. "A lot has happened to me these past few weeks, and I've done a lot of thinking about what I really want. Advertising isn't a part of it, not anymore."

"But what are you going to do? Change majors? You can't get a good job these days without a degree, you realize."

"I know." Shannon fell silent again for a few seconds. "Margaret, what do you want?"

"I want to graduate, get a job-"

She shook her head. "No, I mean... what do you want more than that? Even if you can't make a living off of it, even if it's impossible... and what would you do if you could make it a reality?"

"That..." Margaret sighed. "I don't understand."

Shannon nodded to herself before spreading her arms and letting the robe fall from her shoulders, revealing a purple latex two-piece and stockings. As Margaret looked on in confusion, a shiny red spot began to form on Shannon's abdomen, forming a band that quickly spread up and down across her body. As it reached her neck she closed her eyes, her hair and lips turning deep purple as the color rose up her cheeks and head. She opened her eyes - now a brilliant purple - and gestured to herself. "Maybe this will explain it."

Margaret took a step back and stared, aghast. "...wh... what -are- you?"

"I'm... I'm my desires. I don't know how it happened, but deep down, this is what I really wanted."

"No," she replied, shaking her head. "No, you're- look at yourself! You're not -you!- Whatever did this to you is messing with your head!"

"Margaret, I'm still the same person I always was. Just... different." Sighing, she gestured to her desk. "If you still don't believe that this is something I truly wanted, check my computer. You should find some... files and links that prove it."

As Margaret looked at the computer Shannon walked onto the balcony, turning and leaning back against the railing. "I just wanted to give you a heads-up before I left. We haven't known each other that long but you've been really nice to me. If I'm in the area again I might drop by some time." She gave her a wan smile. "Well." She leaned back, tipping over the railing. "See you."

"Wait!" Margaret sprinted forward as Shannon dropped out of sight. She reached the railing just as a huge red and purple balloon floated up past her, drifting off into the midnight sky.


End file.
